Document Content

DIRECTIVE No. 135-TTg OF MARCH, 1997 ON THE ELABORATION OF THE REGULATION ON THE OPERATION OF THE MANAGING BOARD AND THE CONTROL COMMISSION AT THE STATE CORPORATIONS AND STATE ENTERPRISES WITH MANAGING BOARDS

With a view to step by step perfecting the organizational model for the State corporations and State enterprises with Managing Boards, the Prime Minister hereby directs:

1. All State corporations or State enterprises where a Managing Board is set up (hereafter commonly referred to as corporation) shall have to elaborate their own regulations on the operation of the Managing Board and Control Commission to define the responsibilities, powers and relations among the sections and among the concerned members in the management and execution of all activities in the corporation.

2. The regulation on the operation of the Managing Board must comply with the provisions of law, ensure the uniformity and enhance the cooperation for the cause of long-term development of the entire corporation. The whole Managing Board, including the General Director or Director (hereafter referred to as General Director), is a body that manages and leads the Corporation on the principle of "collective leadership and individual responsibility". The Chairman of the Managing Board shall assign specific tasks to each member of the Board according to the Regulation on the Operation of the Managing Board already signed for promulgation by himself/herself.

When applying the provisions of the Model Statute on the Organization and Operation of the Corporation issued together with Decree No. 39-CP of June 27, 1995 of the Government attention should be paid to the following points:

a/ The Managing Board performs its managerial function by issuing resolutions and decisions already collectively adopted by the Managing Board. The General Director takes responsibility before the Managing Board and the person who appointed him/her and before law for his/her decisions in the process of management. Depending on the characteristics of each Corporation, the following must be specified:

- The types of work that are at the discretion of the General Director so as to meet in time urgent production and business requirements, but such decisions must not be at variance with the Model Statute issued together with Decree No.39-CP.

- The types of work which must be prepared in accordance with the prescribed procedures and be adopted collectively by the Managing Board before the General Director decides the performance thereof, especially those related to personnel and organizational work like appointment or dismissal of a number of key personnel such as heads of the sections and departments of the corporation, directors, deputy directors and chief accountants of the member units, and overseas representatives; policies on development investment, capital contribution to joint ventures, signing of relatively large economic contracts...

- The types of work which need to be signed by the Chairman of the Managing Board for submission to the higher level or for promulgation.

b/ To put the activities of the corporation into order soon after the corporation is established, the Managing Board may convene more regular meetings than stipulated in Clause a, Point 8, Article 13 of the model Statute issued together with Decree No. 39-CP.

c/ Between two regular meetings of the Managing Board, the Chairman of the Managing Board shall assign its members to join the concerned sections of the Corporation in preparing various projects under the working program already approved by the Managing Board in order to ensure that the Managing Board’s decisions are correct and timely.

d/ Monthly, quarterly and yearly, the General Director must send to the Managing Board (not later than 15 days after the end of the month or quarter) the reports on the business situation of the corporation and on the implementation plan for the coming period. The Managing Board shall have to make reports (monthly, quarterly and yearly) on the production and business of the corporation and send them to the Head of the agency which issued the decision to establish the corporation. The reports must clearly state the achievements, advantages, disadvantages, the orientation for the coming period and recommendations (if any). The Managing Board of each Corporation 91 shall send these reports to the Prime Minister and also to the Ministry of Planning and Investment and the Ministry of Finance.

e/ The group of specialists assisting the Managing Board shall act as a coordinator between the Managing Board and the sections inside and outside the corporation. The organizational structure of the corporation has the responsibility to serve the entire corporation in the process of studying and drafting resolutions and decisions of the Managing Board, organizing their implementation and supervising the implementation results.

f/ The Control Commission is a body assisting the Managing Board in supervising and monitoring the operations of the Corporation in compliance with the Statute on the Organization and Operation of the Corporation and the regulations issued by the Managing Board. In cases where the Head of the agency managing the economic-technical branch and the Department for Management of the State Capital and Properties at Enterprises fail to recommend any person to the Control Commission, the Managing Board shall take the initiative in selecting persons that meet the criteria defined in Point 3, Article 16 of the Model Statute issued together with Decree No. 39-CP and appointing them in order to run the work of the Corporation.

g/ The Control Commission shall work according to the collective regime in combination with the regime of individual responsibility of each supervisor. The regulation on the operation of the Control Commission should clearly define the scope of supervision to enable the supervisors to take initiative in their supervision work while asking for timely direction of the Head of the Control Commission.

3. The Managing Board of each corporation shall base itself on this Directive and the relevant stipulations of the Government, the Statute on the Organization and Operation of the Corporation already approved by the competent level to expeditiously elaborate the Regulations on the operation of the Managing Board and the Control Commission suitable to the characteristics of the corporation and shall report it to the agency which decided the establishment of the corporation. All the State corporations and State enterprises with Managing Boards must issue the Regulations on the operation of their Managing Boards and Control Commissions before June 30, 1997.

For the Prime Minister

Deputy Prime Minister

TRAN DUC LUONG